Registration on the Platform and the subsequent use of it will bestow on the individual the capacity of "User" and entails full acceptance of the complete provisions set out in the legal texts according to the version published at the time the User accesses the Platform.
This Terms of Service Agreement (the "Agreement") describes the terms and conditions applicable to your use of the Platform which may be accessed through the Site or App. This Agreement is entered into between you as the user of the Platform (the "User") and the Platform.
1. Application of and Acceptance of Terms and Conditions
- For purposes of this Agreement, a "User" is any person who accesses the Platform for whatever purpose, regardless of whether said User has registered with Claire as a registered User or whether said User is a paying customer for a specific service provided by the Platform. A User includes the person using this Platform and any legal entity which may be represented by such person under actual or apparent authority.
- By accessing or using the Platform, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Platform and any further upgrade, modification, addition or change to this Platform.
- Claire may amend this Agreement at any time by posting the amended and restated Agreement on the Platform. The amended and restated Agreement shall be effective immediately upon posting. Posting by Claire of the amended and restated Agreement and your continued use of the Platform shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by Claire's authorized officer.
2. Users in general
- Users may use this Platform solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Platform (the "Claire Content") for the purpose of re-selling or re-distributing the Claire Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Claire, or otherwise commercially exploiting the Claire Content. Systematic retrieval of Claire Content from this Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Claire is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
- Some of the Claire Content displayed on this Platform is provided or posted by third parties ("Third Party Content"). Claire is not the author of third-party content, whether contributed by providers or buyers. Neither Claire nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Platform. Any Third Party Content is the sole responsibility of the party who provided the content. Claire is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, Claire is not responsible for the conduct of any User's activities on the Platform, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
- Claire may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise i.e. seller's profile) to such Third Party's website. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that Claire has no control over such third party's web site, does not monitor such sites, and Claire shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.
- Messages or information sent by a User through communication systems provided by the Platform, or through emails, chat or letters to addressees obtained from the Platform, shall not contain any of the materials described in the provisions of Section 5.5 below.
- Claire reserves the right to limit, deny or create different access to the Platform and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Platform wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall Claire be liable to the User or any third parties for any inability to use the Platform (whether due to disruption, limited access, changes to or termination of any features on the Platform or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Platform or any of its features.
- No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by Claire and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.
- As a condition of your access to and use of the Platform, you agree that you will not use the Platform service to infringe the intellectual property rights of others in any way. Claire will in appropriate circumstances terminate the accounts of members or users who are repeat infringers of the copyrights, or other intellectual property rights, of others. In addition, Claire reserves the right to terminate the account of a user upon any single infringement of the rights of others in conjunction with use of the Platform service, or if Claire believes that user conduct is harmful to the interests of Claire, its affiliates, or other users, or for any other reason in Claire's sole discretion, with or without cause.
- Claire strictly forbids the use of any automated system or software, whether operated by third parties or otherwise, to extract information from this website for commercial purposes ("screen scraping").
3. Registered Users
- Each User who has filled out an on-line registration form on the Platform by giving its information (such as email) is a registered user of the Platform (hereunder, "Registered User"). Registered Users may register free of charge ("Free Registered User") or may subscribe to the Platform's premium services ("Premium Registered User"). Claire will establish an account ("Account") for each Registered User and each Registered User will log-in to its own Account by entering email ("Email") and password ("Password").
- If the Registered User is a business entity, you guarantee that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to the Platform during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
- Claire may suspend or terminate a Registered User's Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in Claire's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) Claire has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) Claire believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, other Platform Users or affiliates.
- Notwithstanding Section 3.1 above, Claire may refuse registration and deny the issuance of an Account and/or Email Account and Password to any User for whatever reason.
4. Users who post information in Claire
- You must be a Registered User in order to post information on the Platform using the self-help submit and edit tools provided through the Platform. Your status as a Registered User is governed by the provisions of Section 3 above.
- Each User hereby represents, warrants and agrees to provide Claire with true, accurate, current and complete information to be displayed on the Platform and maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to Claire to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
- Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party, for any material or information it posts on the Platform, provides or authorizes Claire to display.
- Each User hereby represents, warrants and agrees it shall be solely responsible for ensuring that any material or information it posts on the Platform authorizes or provides to Claire to display, does not, and that the products represented thereby do not, violate any third party rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Platform, and that such manufacture, offer, sale, importation and/or distribution of those products violates no third-party rights.
- Each User hereby represents, warrants and agrees that information submitted to Claire for display on the Platform shall not list any content that could cause Claire to violate any applicable law, statute, ordinance or regulation, or that violates any patent, trademark, other intellectual property rights, trade secrets or any other rights of another party. Furthermore, User agrees that will not use this Platform or Claire's services for chain letters, junk mail, "spamming" or commercial solicitations or to send any message or content that (a) is libellous, defamatory, vulgar, obscene, pornographic, threatening, invasive of privacy or publicity rights, hateful, abusive or illegal; (b) contains viruses or other features that might contaminate or destroy this website; (d) infringes the patent, trademark, copyright, trade secret or other intellectual property rights of any other person or party; (d) impersonates any person or entity or falsely represents your affiliation with another person or entity; (e) contains a computer virus or code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or (f) otherwise gives rise to liability or violates any other applicable law.
- Claire provides an electronic web-based platform for exchanging information between buyers and suppliers of products. Claire does not represent the seller nor the buyer in any of the transactions.
- The Platform uses official information sources to verify the accuracy of the information our users provide us when they register on the Platform. However, Claire does not confirm each User's purported identity. The User warrants to act diligently as well as use common sense, to evaluate with whom is dealing.
- Applicable fees: In the free version of the platform, Claire will apply a 1% fee of the total price of the order (excluding the price of the transport) to the seller. The minimum fee to be paid is 1€ (plus applicable VAT).
- As soon as the buyer selects the "Buy" button, the buyer's offer will immediately be sent to the seller, who, if agrees with the offer, will accept it. A proforma will be issued once the order has been accepted by the seller, including the description, price and quantity of the product, which shall be signed by the seller. When the aforementioned proforma has been signed by the seller an appropriate invoice will be issued, including the fee to be paid to Claire.
- Both the buyer and the seller will be able to consult in their Claire profile the proformas or invoices, respectively, that have been issued in the course of the transactions performed.
- Notwithstanding the foregoing, Claire does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Platform or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
- Claire does not store the User's credit card details, but these are provided to licensed electronic payment service provider ("Stripe Inc." which has been certified to PCI Service Provider Level 1, the most stringent level of certification available) who will directly receive the data included and store them to facilitate the payment process for the User and manage the same on behalf of Claire. Under no circumstances does Claire store these data on its servers. However, if the User decide to store its payment information for further use, then Claire will store the type, the last four digits and the expiration date of your card.
Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Platform to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. Such risks shall include, but are not limited to:
- Misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents.
- The risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform may violate or may be asserted to violate third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third Party Rights claimants.
- The risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Platform as a result of purchase and sale transactions in connection with using the Platform may suffer harms and/or assert claims arising from their use of such products.
- All of the foregoing risks are hereafter referred to as "Transaction Risks". Each User agrees that Claire shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
- Users are solely responsible for all the terms and conditions of the transactions conducted on, through or as a result of use of the Platform, including, without limitation, terms regarding payment, returns, warranties, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
- In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Claire (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
6. Limitations of liability
- The features and services on the Platform are provided on an "AS IS" and "AS AVAILABLE" Basis, and Claire hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
- Claire makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or correctness of any information provided on or through the site. Claire does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights. Claire makes no representations or warranties of any kind concerning any product or service offered or displayed on the Platform.
- Any material downloaded or otherwise obtained through the Platform is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Claire or through or from the Platform shall create any warranty not expressly stated herein.
- Under no circumstances shall Claire be held liable for an delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Each User hereby agrees to indemnify and hold Claire, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise:
- From User's use of the Platform (including but not limited to the display of such User's information on the Platform).
- From breach of any of the terms and conditions of this Agreement.
- From User's breach of any representations and warranties made by User to Claire, including but not limited to those set forth in Sections 4.3, 4.4 and 4.5 above.
- Directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Platform. Each User hereby further agrees that Claire is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Claire reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Claire in asserting any available defenses.
Claire shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
- The use or the inability to use the Platform.
- Any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Platform.
- Violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform may violate or may be asserted to violate Third Party Rights.
- Transport services contracted by the buyer, which in any case will be outsourced to a transport service provider, without prejudice to Claire's ability to make recommendations to the buyer, through a service supplier, when contracting a transporter or another.
- Or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.
- Unauthorized access by third parties to data or private information of any User.
- Statements or conduct of any User of the Platform.
- Or any matters relating to Premium Services however arising, including negligence.